An order is binding for DERETIL AGRONUTRITIONAL, S.L.U. (hereinafter, the Purchaser) if it has been given or confirmed in writing. The Supplier is deemed to have accepted an order if he has given an order confirmation in writing within 10 working-days, after receiving it or if he has started the execution of the order. Order confirmations from the Supplier, which contain modifications, are only binding if the Purchaser has accepted such modifications in writing. Orders are subject to the provisions of these General Conditions of Purchase. Supplier’s general conditions however called or wherever referred to shall not be applicable to the Order and are herewith explicitly rejected.
The present purchase conditions are applicable if and in, so far as not explicitly deviated from in the Purchaser’s order.
The Supplier shall execute the order within the agreed term and at the agreed price. The agreed price is firm and exclusive of VAT. Excess delivery will not be accepted by the Purchaser, unless approved of in writing. Delivery shall include, in so far as mentioned in the order, all drawings, models, punches, dies, templates and the like, as well as all certificates, test reports, and the like. Delivery shall be carried out in adequate packaging and at an address stated in the order.
Transport from the Supplier’s warehouse to the agreed place of delivery will be for account and risk of the Supplier, unless otherwise specified in the purchase order. The stipulations concerning the condition “delivered duty paid” as contained in Incoterms 2000, including later amendments, shall be applicable to the delivery, unless otherwise stated in the purchase order.
The cost of simple packaging is deemed to be included in the price. Special or expensive packaging will have to be taken back by the Supplier against repayment to the Purchaser of the value charged. The Purchaser will not pay any caution money, rental, cost of wear and in like cases.
Dispatch Advice Notes
For each consignment and prior to dispatch of the goods, the Supplier shall send specified notes in accordance with the order instructions. Such notes must show the Purchaser’s order number.
Term of Delivery
The term of delivery is binding. The fact of merely exceeding it places the Supplier in default. In that case the Purchaser is entitled to optionally cancel the order as a whole or in part or to claim performance, but always without prejudice to his right to indemnification.
The Supplier guarantees that the goods will in all respects meet the requirements specified in the order and that they will be and remain suitable for the actual purpose for which the Purchaser wants to use them, so far as this purpose can be known to the Supplier.
The Supplier shall repair at his own account and risk all existing or subsequently occurring defects of the goods to the Purchaser’s satisfaction and the time as desired by the Purchaser. If the Supplier fails to duly carry out such repair, the Purchaser is entitled to carry out the repair work himself or to have it carried out by a third party for account of the Supplier.
The Purchaser is entitled to withhold the outstanding portion of the purchase price until all the requirements to be fulfilled by the goods are satisfied and without prejudice to the Purchaser’s right to indemnification.
If the Supplier is in default, the cost of repair will be determined by the Purchaser and deducted from the next payment due, without prejudice to all the Purchaser’s rights. The liability of the Supplier in front of the Purchaser shall be determined by the civil and mercantile rules of Spanish legislation.
Testing and Inspection
Upon request the Supplier shall enable the Purchaser by means of a test, inspection and/or verification to ascertain the quality and/or the state of the goods or the state and the progress of the work. Such testing, inspection and/or verification do not discharge the Supplier from its liability as meant under Article 7.
The purchaser reserves the right to entrust the testing, inspection and/or verification to third parties. The Supplier shall provide the persons performing the test, inspection and/or verification with such equipment and information as they may require from Supplier for performing their task.
If the Purchaser is not satisfied with the results of the test, inspection and/or verification, it will have the right to cancel the order or reject part of the goods included on the same, without prejudice to all other rights of Purchaser. Goods which are rejected are deemed not to have been delivered. Returning of rejected goods shall be for account and risk of the Supplier.
If requested by the Purchaser, the Supplier shall repair rejected goods in so far as possible and/or necessary and leave them in free use to the Purchaser until the Purchaser has received goods in replacement which meet the relevant requirements and the rejected goods can be returned. Also in that case the Purchaser retains all rights which arise from rejection or non-performance.
The Purchaser may require co-delivery of one or more samples. The costs of such co-delivery of samples will be borne by Supplier.
The Supplier shall in no case deviate from the material specifications laid down in the order, nor deviate in any other sense from the order, unless he has obtained an authorization in writing from the Purchaser. Approval of drawings, models or tests shall not imply approval of deviations if no explicit confirmation in writing is given.
Where the designation “or equivalent” is used in the order, any material proposed as equivalent by the Supplier will require previous approval in writing from the Purchaser.
Payment is effected upon delivery and receipt of the invoice, according to the agreed terms and after the definitive approval of the goods. Amounts which the Purchaser at any time owes to or can claim from the Supplier or any enterprise forming part of the supplier’s company can always be set off by the Purchaser against amounts which he or any of his subsidiaries can claim from or is due to the Supplier or any enterprise forming part of the supplier’s company.
The Supplier shall treat as confidential all information and data obtained directly or indirectly from the Purchaser and shall not make them available to any third parties, except when this is necessary in connection with the execution of the order.
Supplier expressly warrants that it has good and marketable title to products supplied under the purchase order. Supplier further warrants that the supply of the products and the simple use, sale or application thereof by Purchaser will not result in or give rise to any infringement or misappropriation of any patent, copyright, trademark, design, trade secret, proprietary data or license nor infringe any other third party rights.
The Supplier shall comply with all legal prescriptions of any designation whatever, which in connection with the dangerous nature of the goods have to be fulfilled when they are delivered; the Supplier shall safeguard the Purchaser against any claims which in this connection might be lodged against the latter.
Only Spanish law shall apply to the order and to these General Conditions of Purchase. All disputes that may arise from or in connection with them shall be subject to the decision of the competent court of Barcelona, without prejudice to the right to appeal with the competent Spanish courts and further without prejudice to purchaser’s right to summon the supplier before the courts competent at the latter’s domicile.